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Great Boards Interrupt: Why Governance Failure Often Happens Before the Vote

Authors: Morgan, David S;

Great Boards Interrupt: Why Governance Failure Often Happens Before the Vote

Abstract

ABSTRACT Most serious board failures are not failures of decision quality. They are failures of issue formation, and they happen before the vote, in the interval where a consequential matter quietly becomes a foregone conclusion that needs only ratifying. This Leadership Insight argues that a board, at its best, is not a decision room but an interruption room: its central work is to keep a matter open just long enough to become genuinely decidable, rather than swallowing it whole under the social pressure to converge. It distinguishes interruption from delay and from obstruction, shows why well-resourced, process-compliant boards still close prematurely, and explains how undigested governance material does not disappear but relocates, returning later as the crisis no one saw coming. Three habits separate boards that interrupt from boards that swallow whole: the chair's question, the conversion test, and the discipline of distance. The essay draws on the working paper Board Holding. Keywords corporate governance; board effectiveness; board decision-making; issue formation; premature closure; psychological safety; board holding; governance failure.

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